Real Pro Systems ("RPS") agrees to provide __________________ ("Client") with Website, and/or Marketing and Prospecting Systems ("Services") in exchange for monetary consideration, according to the Terms and Conditions described within this Agreement.
Description of Services
Agent Systems and FSBO or other optional website upgrades are implemented within 21 days from the time Client provides: 1) written acceptance of preferred design package and color preferences; 2) Client's preferred contact and branding information; 3) all appropriate logos; 4) all appropriate domain names and 5) Client's photos. Upon successful setup of Services, Client has 14 days to review and request any branding revisions, not to exceed a total of one hour of required work. All additional customization requests will be billed to the Client at RPS's standard hourly rate for custom changes. Re-activation fee applies to Clients who cancel and later reactivate their account.
Email Services: Client agrees to use email services provided with agent systems in a manner that complies with CAN-SPAM laws and practices. Real Pro Systems will only import Client email address lists for contacts who have opted-in to receive communications from Client. Email surcharges apply for email volume exceeding designated levels, currently 50,000 emails per month for RPS Platinum, 20,000 emails per month for RPS Gold, and 5,000 emails per month for RPS Silver and Real Pro Lender.
ProLeads and Platinum Leads Services are implemented within 30 days of Client's order, on the first day of the following month. ProLeads generated buyer leads are distributed among ProLeads participants within specific market places. Platinum Leads generated buyer leads are directed to Platinum agent's own stealth website. Each lead includes first name, e-mail address, and preferred buyer search criteria. RPS makes no representations as to the true identity of such leads, or the number of leads the Client can expect in any given month. Volatility in online marketing expenses and online consumer behavior make such forecasts impossible to predict with any degree of certainty. ProLeads recurring subscription costs are collected in advance each month. Client may cancel their participation in ProLeads or Platinum Leads no later than five (5) days prior to the beginning of any new month. Platinum clients must sign lead generation waiver form when cancelling Platinum Leads services. Re-activation fees may apply if Client wishes to re-join the ProLeads or Platinum Leads program.
Agent Podcast Services are produced monthly and hosted on TalkRealty.com. Client is issued a monthly Production Credit with a podcast script at the beginning of each month. Client must call the Podcast Hotline and submit their podcast audio before the production credit expires on the twenty-first (21st) day of the month. RPS will produce and post podcast within 7 business days of receiving Client's audio. No refunds will be issued for unused or expired Production Credits. Client may cancel Podcast subscription no later than five (5) days prior to the beginning of any new month. Re-activation fee applies to Clients who cancel and later reactivate their podcast account.
Proprietary Content Ownership and Rights
RPS owns and retains all rights to its copyrighted content, programming and Service trademarks. Client shall have no ownership rights to any of RPS's intellectual property including, but not limited to, common designs, layouts, content, program code, scripts, database structures, proprietary strategies and processes. A Real Pro Systems copyright notice will be placed on all accessible web pages included in the Services.
Authorship Mark and Client References
Client agrees that RPS can place a reasonably sized and positioned logo and/or text link on website pages included in the Services. Client also agrees that Real Pro Systems may reference its relationship with Client for marketing purposes.
Payment for Services
Client must provide RPS with a valid credit card to activate account. Client authorizes RPS to automatically charge his/her credit card for all Services requested. Client agrees to keep credit card information updated, and to provide RPS with a new valid account number if the credit card on record fails to process appropriately. RPS reserves the right to place an account on hold, suspend Client's Services and/or terminate this agreement if Client is past due in paying RPS for Services requested. Client authorizes RPS to automatically charge Client's credit card for all monthly, quarterly and annually recurring Services. Recurring Services are to paid in advance and will automatically renew for additional periods, each of equal length, unless Client notifies RPS of Clients intent not to renew the services at least five (5) business day prior to the expiration of the then current term. From time to time, RPS may change the pricing recurring services at any time with 30 days notice. Client agrees to be bound by the new pricing upon renewal of any monthly, quarterly or annual services after the 30 day notice period.
Cancellation and Termination by Client
Client may terminate his/her account with RPS by providing written notice to RPS at least five (5) business days prior to the end of the current recurring billing period. RPS will terminate Services on the 1st day after the end of client's then current billing period. It is Client's responsibility to archive any information Client may be entitled to copy and reuse prior to deactivation. After Client's services are deactivated, Client will not be able to access any information previously stored on and/or transmitted through the Services. If Client has purchased services via a Minimum Term Agreement, Client may terminate his/her account as provided above. In any case, said Minimum Term Agreement Client shall remain liable for service payment to the end of the Minimum Term, without exception.
No refunds will be provided for setup or other paid fees for any reason after Client requests and/or orders Services.
Cancellation and Termination by RPS
RPS reserves the right to cancel or terminate its account with Client without cause upon thirty (30) days prior notice to Client. In the event that Client breaches any of the terms and conditions of this Agreement, RPS may immediately terminate its account with Client without prior notice.
RPS has the right to store and/or transmit information Client provides through the services and Client agrees to indemnify and hold RPS harmless against any and all claims or causes of actions that may arise with respect to the information against RPS (or its affiliates).
Client agrees that all information submitted to, stored or distributed by Client in connection with the Services (i) shall not be false or misleading; (ii) shall not infringe any copyright, patent, trademark, or trade secret; (iii) shall not violate any law, statute, ordinance or regulation; (iv) shall not be defamatory, libelous, threatening or unlawfully harassing; (v) shall not promote or contain content that is offensive or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); (vi) shall not submit any computer programming routines that interfere with or undermine Services in any way; and (vi) shall not create liability for RPS or cause it to lose (in whole or in part) customers or the services of service providers or other suppliers.
Use of Services
Client shall not use the Services for "spamming," as determined by RPS in its reasonable discretion. Client shall not use the services for any unlawful purpose. Client shall not engage in any other conduct that restricts or inhibits any other person from using or enjoying the Services, or which, in the judgment of RPS, exposes RPS or any of its customers or suppliers to any liability or detriment of any type.
Client further acknowledges that the services provided by RPS are for commercial use by Client and that the relationship of RPS and Client pursuant to this agreement shall be considered business to business. The services provided by RPS shall not be deemed a "consumer good" as defined under applicable law.
Modifications to This Agreement
RPS may modify this agreement at any time. Any modification shall be effective Thirty (30) days after the posting of same by RPS on its website at RealProSystems.com, and within Client's individual control panel. RPS may also notify Client of any modifications by e-mail and/or faxed correspondence.
THE SERVICES AND ALL INFORMATION PROVIDED BY RPS IN CONNECTION WITH THE SERVICES IS PROVIDED TO CLIENT ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL OR IN WRITING, AND CLIENT ACCEPT THE SERVICES PROVIDED AT CLIENT'S OWN RISK.
Limitation of Liability
In no event shall RPS or any of its affiliated or related parties be liable for any indirect, consequential or incidental damages or damages arising from any claim for loss of profit or loss of business opportunity, nor shall Client hold RPS or any of its affiliated or related parties liable resulting from the use of or inability to use the services, whether based on warranty, contract, tort, or any other legal theory, and whether or not RPS is advised of the possibility of such damages.
Client hereby agree to indemnify and hold RPS and its affiliates and related parties harmless against any damages, losses, liabilities, judgments, costs or expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party relating to Client's use of the Services or any breach or violation of this agreement.
The right to receive the services is personal to Client and Client may not transfer by assignment, sublicense, or any other method the service to any other person or entity without the prior written consent of RPS. Client agrees that this agreement may be automatically assigned by RPS to any third party, in RPS' sole discretion and without notice.
CLIENT HEREBY REPRESENTS TO RPS THAT CLIENT IS AT LEAST 18 YEARS OLD AND AUTHORIZED TO ENTER INTO THIS AGREEMENT. CLIENT ALSO REPRESENTS THAT CLIENT IS ENTERING INTO THIS AGREEMENT ON HIS OR HER OWN BEHALF, HAVING INDEPENDENTLY EVALUATED THE DESIRABILITY OF ENTERING INTO THIS AGREEMENT, AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. AT ANY TIME UPON REQUEST BY RPS, CLIENT AGREES TO SIGN A NON-ELECTRONIC VERSION OF THIS AGREEMENT, AND ANY OTHER AGREEMENTS OR STATEMENTS REASONABLY NECESSARY FOR RPS TO PROVIDE AND ACCOUNT FOR THE SERVICES.
Client and RPS agree that all claims, controversies and disputes between them (herein "claims") relating directly or indirectly to the Terms and Conditions shall be resolved as follows:
Mediation. All Claims shall be initially submitted to mediation in accordance with the rules of procedure as may be adopted by a private mediation service to be mutually agreed upon by the parties, or if a private mediation service is not agreed upon, by the special mediation program administered by the Arbitration Service of Portland through whom the mediation shall be administered.
Arbitration. Any Claims not resolved through mediation, or if a party refuses to mediate, shall be submitted to formal and binding arbitration, it being acknowledged that the refusal to mediate shall itself, be deemed a breach of this agreement. Arbitration shall be conducted in accordance with the rules of procedure as may be adopted by a private arbiter mutually agreed upon by the parties, or if a private arbiter is not agreed upon, by the Arbitration Service of Portland, through whom the arbitration shall be held. Any decision of the arbiter shall be binding and may be filed as a final judgment in any court of competent jurisdiction.
Choice of Law and Venue
In the event there is a dispute regarding this agreement, any mediation, arbitration or hearing thereof shall be decided in accordance with the laws of the State of Oregon and shall be heard in Lane County, Oregon.
If in any judicial proceeding a court or in any arbitration, the arbiter shall refuse to enforce all the terms and conditions of this agreement, any unenforceable provision shall be deemed eliminated from the agreement for the purpose of such proceeding as is necessary to permit the remainder of the agreement to be enforced in such proceeding.
Neither party will be deemed in breach of this agreement to the extent that performance of its obligations are delayed or prevented by reasons of force majeure, such as riots, acts of terrorism, fire, flood, earthquake, acts of government and the like, provided that such party gives the other party written notice thereof promptly and uses its best efforts to continue to perform its obligations.
Updates to Terms and Conditions
RPS reserves the right to revise these Terms and Conditions at any time by updating this posting, which revisions shall be effective Thirty (30) days. By using the Services, you agree to be bound by any such revisions and should therefore periodically review these Terms and Conditions.